Buenos Aires, October 30, 2020
Securities and Exchange Commission
RE: Relevant Event
General Extraordinary Shareholders Meeting to be held on November 20, 2020.
Fondo de Garantía de Sustentabilidad del Sistema Integrado Previsional Argentino (Fund of Sustainability Guarantee - Argentine Integrated Social Security System) (Shareholder ANSES) - Answer to the Information request on the Agenda.
Dear Sirs,
We address you to submit copy of the answer sent on the day hereof to Fund of Sustainability Guarantee - Argentine Integrated Social Security System (Shareholder ANSES) related to the information requested to us on the proposals to be discussed at the next General Extraordinary Shareholders Meeting to be held on November 20, 2020.
Yours truly.
BANCO BBVA ARGENTINA S.A.
Av. Córdoba 111, piso 31 (C1054AAA) Ciudad Autónoma de Buenos Aires, Argentina IGJ 17-10-19 N° 21.332 L.97 T SA (T.O)
Buenos Aires, October 30, 2020
Fondo de Garantía de Sustentabilidad
del Sistema Integrado Previsional Argentino
(Fund of Sustainability Guarantee - Argentine Integrated Social Security System)
C/O Ignacio Alvarez Pizzo
Re. Note N° 2020-69462814-ANSES-SEOFGS#ANSES - General Extraordinary Shareholders Meeting to be held on November 20, 2020.
Dear Sirs,
We address you in response to the Note received on October 15 in which Banco BBVA Argentina S.A. ("BBVA Argentina") President is required certain information in order to exercise the political rights in the General Extraordinary Shareholders Meeting to be held on November 20, 2020 (the "Meeting").
Pursuant to the requirement, we hereby provide you the required information:
-
Detail of the shareholding composition to the date hereof.
(Please do not include the Caja de Valores Shareholdersʼ Registry but a summed up table in which you specify the percentages corresponding to the controlling and to the float, by type of share, total of votes and total of shares).
As regards this item, we inform the ordinary holding as of September 30, 2020, in the following table:
Total percentage | ||
Ordinary shares as | of shares as of | |
Name | of September 2020 | September 2020 |
BBVA SA (3) | 244,870,968 | 39.97% |
BBV AMERICA S.L. (1); (3) | 160,060,144 | 26.13% |
CORP GRAL FINANCIERA SA (3) | 2,520,509 | 0.41% |
CIERVANA (3) | 283,738 | 0.05% |
UNGROUPED SHARES IN THE COUNTRY | 66,014,808 | 10.78% |
THE BANK OF NEW YORK MELLON ADRS (2) | 96,014,050 | 15.67% |
LATIBEX | 410,913 | 0.07% |
ANSES FGS LAW 26425 | 42,439,494 | 6.93% |
UNIDENTIFIED | 45,014 | 0.01% |
TOTAL | 612,659,638 | 100.00% |
- BBV América S.L. is controlled by BBVA. It holds directly 26.13 % of the BBVA Argentinaʼs capital stock.
- As agent holder of ADSs.
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- BBVA S.A.; BBV América SL; Corporación Gral. Financiera S.A. and Ciervana, corporations which are part of the BBVA Group.
-
A signed copy of the Board of Directors Meeting
Minutes calling to the Extraordinary Shareholders Meeting.
-
A signed copy of the Board of Directors Meeting
We hereby inform that the text of the Boardʼs Meeting Minutes calling for a General Extraordinary Shareholers Meeting to be held on November 20, 2020 at 11.30 a.m. is available in the Online Information System ("AIF" or Autopista de Información Financiera) of the Argentine Securities Commission (CNV) under ID 2669707.
- Composition of the Board of Directors at present (regular and alternate members) indicating the date of appointment and the duration of their term of office.
BANCO BBVA ARGENTINA S.A.
Expiration of | |||
the term of | |||
office | |||
(mm - dd - | |||
Full First and Last Name | Position | Appointment | year) |
Isabel Goiri Lartitegui | President | April 24, 2019 | 12/31/2020 |
Jorge Delfín Luna | First Vice President | May 15, 2020 | 12/31/2022 |
Alfredo Castillo Triguero | Second Vice President | May 15, 2020 | 12/31/2022 |
Juan Manuel Ballesteros Castellano | Director | May 15, 2020 | 12/31/2022 |
Oscar Miguel Castro | Director | April 10, 2018 | 12/31/2020 |
Gabriel Eugenio Milstein | Director | April 10, 2018 | 12/31/2020 |
Adriana María Fernández de Melero | Director | May 15, 2020 | 12/31/2022 |
Javier Pérez Cardete | Alternate Director | April 24, 2019 | 12/31/2021 |
Gustavo Alberto Mazzolini Casas | Alternate Director | April 24, 2019 | 12/31/2021 |
Gabriel Alberto Chaufán | Alternate Director | April 24, 2019 | 12/31/2021 |
- On the following items of the Agenda, it is required as
follows:
(Item 3) "Partial write-off of the voluntary reserve for future result distributions in the amount of AR$ 12,000,000,000 and consideration of the supplementary dividend for the same amount, so as to increase the amount of the cash dividend approved by the General Ordinary and Extraordinary Shareholders Meeting held on May 15, 2020 in the amount of AR$ 2,500,000,000, all of it subject to the prior Argentine Central Bank authorization. Delegation to the Board of the powers for the implementation thereof and for determination of a date
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to make it available for the shareholders, once it has been approved by the Argentine Central Bank";
It is hereby requested to justify the proposal to be submitted for consideration of this item of the Agenda.
The Board of Director resolved, at his Meeting held on October 8 of this year, to propose to the Meeting the distribution of a supplementary cash dividend in the amount of AR$ 12,000,000,000, corresponding to the partial write-off of the voluntary reserve for future distributions of results, so as to increase the amount of the cash dividend approved by the General Ordinary and Extraordinary Shareholders Meeting held on May 15, 2020 in the amount of AR$ 2,500,000,000, all of it subject to the prior Argentine Central Bank ("BCRA") authorization.
In said Meeting, it was resolved to write-off partially the AR$ 2,500,000,000 voluntary reserve, to apply it to the payment of a cash dividend in said amount, on a pro rata basis to the nominal holding of each shareholder, equivalent to AR$ 4.08056912 per share, delegating to the Board of Directors the powers to fix the date of implementation of the write-off and the date of payment for such dividend.
Pursuant to the Argentine Central Bank (the "BCRA") Communication "A" 6886, the effective payment of the dividend is subject to the prior BCRA authorization. Likewise, by Communication "A" 6939 and 7035, the BCRA extended until December 31 of this year, the suspension of the distribution of results by the financial entities.
The Board of Directors proposal which shall be submitted for consideration of the General Extraordinary Shareholders Meeting is due to the financial capacity of the Company.
Alternatively, it is hereby requested to provide a detail of the "Voluntary Reserve for Future Result Distributions" evolution specifying its composition at present, date in which it was created and last movements.
The evolution of the Voluntary Reserve for Future Result Distributions is detailed below in the following table:
Balance as of December 31, 2017 | Movement | Balance |
10,489,416 | ||
Distribution in accordance with the Meeting held on April 10, 2018 | 2,132,612 | 12,622,028 |
Balance as of December 31, 2018 | ||
Distribution in accordance with the Meeting held on April 24, 2019 | 5,283,950 | 17,905,978 |
Balance as of December 31, 2019 |
The movements of the voluntary reserve are expressed at historic values in the published financial statements, submitted to the different regulatory authorities.
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Banco BBVA Argentina SA published this content on 30 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 October 2020 20:49:13 UTC